The rules of the road.

This agreement is between Very Machine, Inc., a Delaware corporation operating as VeryQuery ("VeryQuery," "we," "us"), and the person or entity subscribing to the service ("you," the "Subscriber"). By creating an account, subscribing to a tier, or using the service, you accept these terms.

If you are accepting these terms on behalf of a company or other organization, you represent that you have the authority to bind that organization, and "you" refers to that organization.

You must be at least 18 years old and capable of forming a binding contract under the laws where you live to use the service.

VeryQuery is an intent-search and intelligence service. You send us your product catalog and shopper queries; we return results and related information through our API. The capabilities, quotas, and tier structure are described on our pricing page and in our documentation.

We improve the service continually. We may add, remove, or change features, endpoints, or limits. For material changes that affect existing functionality you rely on, we will give reasonable advance notice by email.

Some features may be offered as "beta" or "preview." Those features are provided as-is, may be changed or removed without notice, are not covered by the availability commitments in §08, and may have different durability, export, or retention behavior than the general service.

You are responsible for the security of your API keys, dashboard login credentials, and any token or secret we issue to you. Activity performed using your credentials is attributed to you for billing and compliance purposes.

Notify us promptly at [email protected] if you suspect your credentials have been compromised.

You agree to provide accurate account information and to keep it current.

Our tiers and the capabilities they include are published on the pricing page and incorporated by reference into this agreement. You authorize us to charge your payment method for all fees that come due under the tier you select.

Cancellation and prorated refund

You may cancel your subscription at any time from your dashboard. Cancellation takes effect immediately: your access to the service ends, and we refund the unused portion of the period you have prepaid. The refund is calculated pro-rata, based on the time remaining in the current billing cycle (monthly or annual) measured against the most recent paid invoice.

How the refund is delivered depends on how you pay:

• Subscriptions billed by us through Stripe. The prorated amount is refunded to the original payment method as a cash refund.
• Subscriptions billed through Shopify. Shopify, not VeryQuery, handles billing for app subscriptions on its platform. Shopify's policy is to credit the prorated amount to your Shopify account balance (app credit) rather than to your card. We cannot override that.

The same prorated-refund handling applies to monthly and annual subscriptions. Cancelling during a free trial incurs no charge and no refund (there is nothing yet to prorate). We do not charge a cancellation fee.

Catalog cap

Each tier sets a maximum number of live catalog items. While your active catalog is at the cap, new items submitted for ingest are rejected; updates to already-indexed items continue to flow, subject to the standard request-rate limits described below. Remove items, or move to a tier with a higher cap, to make room. There are no metered overage charges.

Rate limits

The API enforces standard request-rate limits to keep the service responsive for all users. When a limit is exceeded, the API returns an HTTP 429 Too Many Requests response with a Retry-After header and IETF RateLimit-* headers so client libraries can self-throttle. Integrations should implement retry-with-backoff on 429 responses. Specific numeric limits vary by route and tier and may change as the platform evolves; we do not publish per-account thresholds. See our API documentation for response shapes and machine-readable error codes.

Fair use

The tier pricing assumes activity broadly typical of stores at the cap size of the chosen tier: search, ingest, and all other service operations originating from genuine catalog management on your side and genuine shopper activity on your storefront. None of these operations are individually metered, but they are not unlimited either, and your use of the service should reflect that.

If sustained activity on your account is materially higher than what we observe across comparable accounts, or if your activity materially affects the performance, capacity, or cost of the service for other customers, we may contact you to discuss moving to a more appropriate tier or a custom plan. Where the activity does not pose an immediate impact, we will give reasonable notice and the opportunity to adjust before taking further action.

To protect platform performance and capacity for all customers, we may also apply reasonable protective measures (including throttling, suspension of specific operations, or temporary account restrictions) in response to activity that materially affects the service for others. Where the activity is acute (for example, a runaway client loop, automated traffic, or unusually high burst behavior), those measures may be applied without prior notice; we will notify you promptly and work with you to resolve the underlying cause.

We do not publish numeric per-account thresholds for fair-use evaluation or protective measures, and we calibrate them as the platform evolves. Activity we treat as customary on one tier may not be on another.

Taxes and payment failures

Fees are exclusive of applicable taxes, which you are responsible for. If a payment fails or is disputed, we may suspend the service until payment is resolved. Repeated non-payment is grounds for termination for cause (§12).

You may only submit content to the service that you own or are authorized to use. You must have all necessary rights, permissions, and consents from your customers and any third parties before sending us their data.

Prohibited content

You may not use the service to ingest, index, or query content that:

• violates applicable law or regulation;
• infringes intellectual-property, privacy, or publicity rights;
• contains sexually explicit or pornographic material (tasteful commercial product imagery, such as swimwear or intimate apparel on models, is permitted);
• depicts graphic violence or promotes violence against people or groups;
• constitutes hate speech or targets individuals or protected groups with harassment or threats;
• promotes, depicts, or provides instructions for self-harm, suicide, or eating disorders;
• is knowingly false, deceptive, or designed to defraud.

Prohibited behavior

You may not, and may not allow any third party to:

• reverse-engineer, decompile, or attempt to extract the source code or underlying systems that power the service;
• resell the service, expose our API endpoints directly to shoppers, or route shopper traffic to us in a way that bypasses your own product surface (our storefront embeds and dashboard integrations are the intended shopper-facing path);
• scrape, mirror, or re-host responses in a way that functions as a clone of the service;
• use the service or its outputs to develop a directly competitive product;
• generate searches, ingests, or other API activity through automated agents, bots, scrapers, synthetic monitors, or load-testing tools, except (a) for traffic genuinely originating from end shoppers on your storefront, or (b) with prior written approval from us;
• operate multiple accounts or properties to circumvent a tier's catalog cap, capability gates, or fair-use envelope;
• rapidly cycle items in and out of your catalog (repeated add/remove patterns that materially increase processing work without growing your live catalog);
• circumvent rate limits, protective measures, quotas, or security controls;
• send us data about individual shoppers that constitutes raw personally identifiable information (see our Privacy Policy for the pseudonymous-identifier commitment).

We may suspend or restrict accounts that violate these rules, and we may take action without advance notice where content or behavior poses an immediate risk to the platform, to shoppers, to third parties, or to us.

The full list of conduct rules, including what you must not submit as catalog or query text, how we respond to violations, and how to report security vulnerabilities to us, lives in our Acceptable Use Policy. It is incorporated into these Terms by reference.

You retain ownership of your catalog, your queries, and all content you submit to the service (collectively, "Your Data"). You grant us a worldwide, royalty-free license to host, copy, process, transmit, and display Your Data solely as needed to provide and improve the service for you.

We do not sell Your Data. We will not sell, rent, or license Your Data to third parties.

We may process Your Data to derive aggregated or de-identified insights about platform-wide usage and demand patterns. Aggregated or de-identified outputs do not identify you, your shoppers, or your catalog, and may be used to improve the service broadly.

Retention and deletion

While your account is active, we retain Your Data for as long as needed to provide the service. When your account terminates (for any reason), we retain Your Data for 30 days, after which we permanently delete it from our active systems. Residual copies in routine backups roll off on a 7-day backup window and are then overwritten.

Export

On reasonable written request to [email protected] before the end of the 30-day retention window, we will provide you with a copy of your ingested items and raw search-query text in a machine-readable format (JSONL or CSV, at our discretion), on a reasonable-effort basis. Bulk export of aggregate or derived outputs is not provided.

Our Privacy Policy describes what we collect and how we use it. Customers whose procurement posture calls for a separate contract for personal-data processing can rely on our Data Processing Agreement; a counter-signed copy is available on request. The third parties we route data through are listed in our Sub-Processor List.

VeryQuery, the VeryQuery name and marks, the software and infrastructure that power the service, and all improvements to them are owned by Very Machine, Inc. These terms grant you no rights in those materials beyond the right to use the service as described here.

If you give us feedback or suggestions about the service, we may use and act on that feedback freely without obligation to you.

We target the following monthly uptime levels:

Pro tier

99.9% monthly uptime

Scale tier

99.95% monthly uptime

Starter and Growth tiers are not covered by a contractual uptime commitment, though we operate them on the same infrastructure.

How uptime is measured

Uptime is measured by an independent monitoring system that probes our public API every five minutes from an external vantage point and reports component-level results at status.veryquery.com. That measurement is the authoritative reference for service-credit calculations.

For each subscription, monthly uptime is computed over the UTC calendar days fully contained in your billing month. The day a billing month begins and the day it ends are excluded so the measurement window aligns to the data we store. Scheduled maintenance announced at least 48 hours in advance is excluded from the calculation. Service-credit eligibility is limited to billing months during which the monitoring system was actively recording. Periods preceding the activation of measurement, or periods for which measurement data is no longer retained, are not eligible.

Eligible subscriptions

The uptime commitments and the service-credit mechanism apply only to active paid subscriptions on Pro and Scale. Tiers granted administratively by VeryQuery for trial, pilot, internal, evaluation, or goodwill access are not eligible for service credits, regardless of the tier capabilities you receive while the grant is in effect. Free trials, lapsed subscriptions, and subscriptions in any state other than active paid are also not eligible.

Service credits

If we fail to meet the committed uptime for your tier in a given month, you may request a service credit against that month's base fee by writing to [email protected] within 30 days of the month's close. For annual subscriptions, "that month's base fee" means one-twelfth (1/12) of the annual fee. Credits are calculated as:

• Monthly uptime below the committed level but at or above 99.0%: 10% credit.
• Monthly uptime below 99.0% but at or above 95.0%: 25% credit.
• Monthly uptime below 95.0%: 50% credit.

Service credits must be requested in writing; we do not issue them automatically. They are your sole and exclusive remedy for availability failures, apply only against future invoices, and are not redeemable for cash.

Each party may receive non-public information from the other in the course of using or providing the service. Each party agrees to use the same degree of care it uses to protect its own confidential information (and in no case less than reasonable care) to protect the other's confidential information, and to use it only as needed to perform under this agreement.

Information that is public, already known, independently developed, or rightfully received from a third party is not confidential for purposes of this section.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERY MACHINE, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the service will be uninterrupted, error-free, or free from harmful components, or that any results, rankings, or intelligence outputs will be accurate, complete, or suitable for your purposes. You are responsible for how you use the service's outputs, including any business decisions based on them.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY'S LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ONE THOUSAND U.S. DOLLARS ($1,000) OR (B) THE FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limits in this section apply in the aggregate across all claims and are a fundamental basis of the bargain between us. They apply even if a limited remedy fails of its essential purpose.

You may cancel your subscription at any time from your dashboard or by writing to [email protected]. Cancellation is immediate and the unused portion of the current period is refunded pro-rata; see §04 for the full refund mechanics, including how the refund is delivered for Stripe-billed versus Shopify-billed subscriptions.

Either party may terminate this agreement for cause if the other party materially breaches and fails to cure the breach within 30 days after written notice. We may also terminate immediately for non-payment, for activity that violates §05 (Acceptable Use), or if continued service would expose us to legal or regulatory risk.

On termination: your right to use the service ends, your API keys and credentials are revoked, and Your Data is retained and deleted according to §06. Sections 06, 07, 09, 10, 11, 13, 14, and 15 survive termination.

We may update these terms. If the changes are material, we will notify registered account holders by email at least 30 days before they take effect. Continued use of the service after the effective date of a change constitutes acceptance of the revised terms.

If you do not agree to a material change, your remedy is to cancel your subscription before the effective date. §04 governs how cancellation takes effect and how the prorated refund is delivered.

Informal resolution first

Before filing a claim, you agree to contact us at [email protected] with a written description of the dispute and a proposed resolution, and to give us 30 days to respond and attempt good-faith resolution.

Binding arbitration

If the dispute is not resolved informally, any claim arising out of or relating to this agreement or the service will be resolved by binding arbitration administered by JAMS (or, at the claimant's election, the American Arbitration Association) under its then-current rules. The seat of arbitration will be Wilmington, Delaware, and the proceeding will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver

You and we each agree that any dispute will be brought in an individual capacity only. Neither party may bring a claim as a plaintiff or class member in a purported class, collective, or representative proceeding.

Small-claims carve-out

Either party may bring qualifying individual claims in small-claims court instead of arbitration, so long as the action is filed only in small-claims court and remains on an individual basis.

Governing law

This agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. For matters not subject to arbitration (including the small-claims carve-out and injunctive relief for misuse of intellectual property or confidential information), the parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

Entire agreement

These terms, together with the Privacy Policy and the pricing published on the pricing page at the time of your subscription, constitute the entire agreement between you and us regarding the service and supersede all prior agreements on the subject.

Notices

We will send legal notices to the email address on file for your account. You may send notices to [email protected].

Assignment

You may not assign this agreement without our written consent. We may assign this agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Severability and waiver

If any part of these terms is held unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver of the right to enforce it later.

Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control (for example: acts of government, natural disasters, widespread infrastructure failures, or labor actions), other than payment obligations.

Independent contractors

The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship.